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CMS ENERGY
CONSUMERS ENERGY
2023 COMBINED PROXY STATEMENT
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CMS ENERGY CORPORATION
CONSUMERS ENERGY COMPANY
NOTICE OF VIRTUAL ANNUAL MEETINGS OF SHAREHOLDERS
To Shareholders of CMS Energy Corporation and Consumers Energy Company:
The CMS Energy Corporation (''CMS'') Virtual Annual Meeting of Shareholders and the Consumers Energy Company (''Consumers'') Virtual Annual Meeting of Shareholders (collectively ''Annual Meeting'') will be held concurrently on Friday, May 5, 2023, at 11:30 a.m., Eastern Time. There will be no physical location for shareholders to attend. Shareholders may participate online by logging in at virtualshareholdermeeting.com/CMS2023 for CMS shareholders and at virtualshareholdermeeting.com/CMSPB2023 for Consumers shareholders.
ITEMS OF BUSINESS:
Board of Directors | |
For Both CMS and Consumers Shareholders: | Recommendation |
Elect the Director Nominees, Named in the Accompanying Proxy Statement, | FOR EACH |
to the Board of Directors | |
Approve, on an Advisory Basis, Executive Compensation | FOR |
Determine, on an Advisory Basis, the Frequency of Future Advisory Votes on | 1 YEAR |
Executive Compensation | |
Ratify the Appointment of Independent Registered Public Accounting Firm | FOR |
Transact such other business as may properly come before the Annual | |
Meeting and any adjournment or postponement | |
All shareholders of record at the close of business on March 7, 2023, are entitled to receive notice of and vote at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you can vote prior to the meeting by Internet, telephone, proxy card or voting instruction form. We encourage you to exercise your right to vote. All shares of Consumers common stock held by CMS (99.6% of the voting shares of Consumers) will be voted for the proposed Director nominees, thus assuring their election as Directors of Consumers, as well as in accordance with other recommendations of the Consumers' Board of Directors.
This year's Annual Meeting will be a virtual meeting. A virtual meeting enables increased shareholder attendance and participation, improves efficiency, and reduces costs. By visiting proxyvote.com, you will be able to submit your questions prior to the Annual Meeting. You may attend the Annual Meeting, submit questions, and electronically vote your shares at the Annual Meeting from any location around the world with internet connectivity.
By Order of the Boards of Directors,
Melissa M. Gleespen
Vice President,
Corporate Secretary and
Chief Compliance Officer
CMS Energy Corporation
Consumers Energy Company
March 23, 2023
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 5, 2023.
This Proxy Statement and Annual Report to Shareholders are available at
materials.proxyvote.com/125896 for CMS and materials.proxyvote.com/210518 for Consumers.
Table of Contents
Proxy Statement
TABLE OF CONTENTS
PAGE 1 | ||
Proxy Statement | PAGE 3 | |
Our Commitment to Environmental, Social, and Governance (''ESG'') Matters | PAGE 3 | |
4 | DE&I Strategy & Movement Stands | |
Proposal 1: Elect the Director Nominees, Named in this Proxy Statement, to the Board of Directors | PAGE 10 | |
Corporate Governance | PAGE 19 |
- Governance Guidelines and Materials
- Board of Directors
- Board Leadership Structure
- Risk Oversight
20 Cybersecurity Oversight
- Political Contribution Oversight
- Public Responsibility and Sustainability Oversight
- Shareholder Engagement
- Board Communication Process
- Identification of Director Candidates
- Director Candidate Qualifications
- Board Refreshment
24 Director Independence
- CMS Majority Voting Standard
- Director Education
- Board, Committee, and Director Evaluations
- Board and Committee Information
- Compensation Risk
- Codes of Ethics
- Related Party Transactions
- No Pledging or Hedging
- Management Succession Planning
- Directors' Compensation
Beneficial Ownership | PAGE 32 |
Compensation Discussion and Analysis | PAGE 34 |
34 Executive Summary
- Objectives of Our Executive Compensation Program
- The Elements of Our Executive Compensation Program
- Corporate Governance as it Relates to Executive Compensation
Compensation and Human Resources Committee Report | PAGE 51 |
2022 Compensation Tables | PAGE 52 |
65 CEO Pay Ratio
67 Pay versus Performance
Proposal 2: Approve, on an Advisory Basis, Executive Compensation | PAGE 72 |
Proposal 3: Advisory Vote to Determine the Frequency of Future Advisory Votes on Executive Compensation | PAGE 74 |
Report of the Audit Committee | PAGE 75 |
Fees Paid to the Independent Registered Public Accounting Firm | PAGE 76 |
Proposal 4: Ratify the Appointment of Independent Registered Public Accounting Firm | PAGE 77 |
2024 Proxy Statement Information | PAGE 78 |
General Information | PAGE 79 |
Appendix A: GAAP Reconciliations | PAGE A-1 |
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PROXY STATEMENT SUMMARY
Meeting Information: | Record Date: March 7, 2023 |
May 5, 2023 • 11:30 a.m. ET | |
Virtual Meeting at | Proxy Materials Released: March 23, 2023 |
The terms ''Corporation,'' ''we,'' ''our,'' ''us,'' and other representations as used in this proxy statement (the ''Proxy Statement'') generally refer to both CMS Energy Corporation (''CMS'') and its principal subsidiary, Consumers Energy Company (''Consumers'').
This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. We encourage you to read this entire Proxy Statement carefully before voting.
CMS | Consumers | Board | Page | |
Proposals | Shareholders | Shareholders | Recommendation | Reference |
Elect the Director Nominees, Named in this Proxy | X | X | FOR EACH | 10 |
Statement, to the Board of Directors | ||||
Approve, on an Advisory Basis, Executive Compensation | X | X | FOR | 72 |
Advisory Vote to Determine the Frequency of Future | X | X | 1 YEAR | 74 |
Advisory Votes on Executive Compensation | ||||
Ratify the Appointment of Independent Registered Public | X | X | FOR | 77 |
Accounting Firm |
How to Vote
Online: You can vote your shares online by following the instructions on your proxy card, voting instruction form, or Notice of Availability of Proxy Materials (''Notice of Availability'').
Telephone: You can vote your shares by telephone, by requesting a printed copy of the Proxy Materials and following the instructions on your proxy card or voting instruction form.
Mail:You can vote your shares by mail by requesting a printed copy of the Proxy Materials and signing, dating, and mailing in the proxy card or voting instruction form.
Attend: You can vote your shares electronically by attending and voting at the virtual Annual Meeting.
CMS ENERGY 2023 PROXY STATEMENT | 1 |
Table of Contents
Nominees
Gender | Director | Committee Memberships | ||||||||
or | Since | Governance, | ||||||||
Ethnic | (# of | Compensation and | Sustainability and | |||||||
Name | Age | Diversity | Years) | Independent | Audit | Human Resources | Finance | Public Responsibility | Executive | |
Jon E. Barfield | 71 | • | 2005 | (18) | Yes | X | X | |||
Deborah H. Butler | 68 | • | 2015 | (8) | Yes | X | X | |||
Kurt L. Darrow | 68 | 2013 | (10) | Yes | Chair | X | X | |||
William D. Harvey, | 74 | 2012 | (11) | Yes | X | X | X | |||
Presiding Director | ||||||||||
Garrick J. Rochow | 48 | 2020 | (2) | No | ||||||
John G. Russell, | 65 | 2010 | (13) | Yes | Chair | |||||
Chairman | ||||||||||
Suzanne F. Shank | 61 | • | 2019 | (4) | Yes | X | X | |||
Myrna M. Soto | 54 | • | 2015 | (8) | Yes | X | Chair | X | ||
John G. Sznewajs | 55 | 2015 | (8) | Yes | X | Chair | X | |||
Ronald J. Tanski | 70 | 2019 | (4) | Yes | X | X | ||||
Laura H. Wright | 63 | • | 2013 | (10) | Yes | Chair | X | X |
Age | Tenure | ||
2 | 2 | 3 | |
Average | 1 | Average | |
6 63 Years | 9 Years | ||
2 | 3 | ||
3 | |||
<54 | 60-64 | <4 Years | 9-12 Years |
55-59 | >65 | 5-8 Years | >13 Years |
Self-identified Diversity |
36% | |
9% | |
64% | 27% |
Female Male
Ethnically LGBTQ
Diverse
CMS ENERGY 2023 PROXY STATEMENT | 2 |
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Disclaimer
CMS Energy Corporation published this content on 22 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 March 2023 14:02:09 UTC.